END USER LICENSE AGREEMENT

PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE USING THE SOFTWARE. BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE, CLICK “DECLINE” AND DO NOT USE THE SOFTWARE. YOU CAN CONFIRM WHETHER YOUR USE IS GOVERNED BY THIS EULA BY REVIEWING YOUR LICENSE CERTIFICATE OR LICENSE KEY DETAILS.

1. Who This Agreement Is With

This EULA is a legal contract between you and:

  • Parallels International GmbH, if the Software is branded “Parallels”; or
  • Corel Corporation, for all other Software.

This EULA governs Your use of the software, services (including software-as-a-service offerings), and related documentation (collectively, the “Software”). The Software may be accompanied by manuals, user guides, and other materials ("Documentation"), which describe its installation, use, and features. You can confirm whether your use is governed by this EULA by reviewing your License Certificate or license key details. Our Software is licensed, not sold, to You and You receive only those rights expressly granted to You under this EULA and your applicable License Certificate.

2. Who “You” Are

In this EULA, “You” refers to either: (a) an individual end user who is copying, downloading, installing, accessing, or using the Software and Documentation; or (b) an entity (such as a business, government agency, nonprofit organization, or academic institution) that owns, controls, or possesses the devices, systems, or other assets (“Assets”) on which the Software is used, and any individuals authorized to act on its behalf.

If you are accepting this EULA on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these terms. In that case, all references to “You” or “Your” mean both the entity and its authorized users. You also acknowledge that certain consumer rights or protections may not apply to you as a business user.

3. Accepting the Terms

By clicking “I Accept,” or by copying, downloading, installing, accessing, or using the Software or Documentation - or allowing any of these actions to occur on or through your Assets - you confirm that:

  • You have read and understood this EULA;
  • You accept and agree to be bound by its terms;
  • You have the legal authority to enter into this EULA on behalf of yourself or the entity you represent; and
  • You agree to the arbitration provision and class action waiver (if applicable based on your location).

If you do not agree, click “Decline,” immediately stop any installation or access, and delete any copies of the Software. You understand that declining means You will not be able to access or use the Software in any way.

4. Arbitration and Class Action Waiver

THIS EULA CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER, EXCEPT AS LIMITED BY APPLICABLE CONSUMER PROTECTION LAWS. THESE TERMS AFFECT YOUR RIGHTS. PLEASE REVIEW THEM CAREFULLY IN THE GENERAL TERMS.

5. Structure of this EULA

This EULA consists of:

  • General Terms: These terms apply to all Software and Documentation.
  • Specific Terms: These terms apply to specific Software and its Documentation and can be accessed through the hyperlinks provided below.

If there is any conflict between the General Terms and the Specific Terms, the Specific Terms will govern with respect to those Software.

Products Link to Specific Terms

CorelDRAW Graphics Suite, CorelDRAW Standard, CorelDRAW Technical Suite, Painter, PaintShop Pro, ParticleShop, AfterShot Pro, Photo Video Bundle, WordPerfect Office Standard, WordPerfect Professional, WordPerfect Home and Student, CorelDRAW.APP, Corel PDF Fusion, VideoStudio, WinDVD, Roxio Creator Palladium, Roxio Creator, Roxio Toast

Licensing Terms https://www.corel.com/en/eula/licensing-terms/

MindManager (excluding MindManager Enterprise)

Licensing Terms https://www.corel.com/en/eula/licensing-terms/mindmanager/

WinZip Standard, WinZip Pro, WinZip Mac Edition, System Utilities Suite, Registry Optimizer, Driver Update, WinZip PDF Pro, WinZip Courier, WinZip Self Extractor, ZipShare

Licensing Terms https://www.corel.com/en/eula/licensing-terms/winzip/

Parallels Desktop for Mac Standard Edition, Parallels Desktop for Mac Pro Edition, Parallels Toolbox, Parallels Client

https://www.parallels.com/about/legal/eula/terms/

GENERAL TERMS

APPLICATION

IF THE VERSION OF THE SOFTWARE YOU ARE USING IS LICENSED UNDER THE BUSINESS USER LICENSE AGREEMENT (“BULA”), THEN THE TERMS OF THAT BULA GOVERN YOUR USE INSTEAD OF THIS EULA. YOU CAN CHECK WHETHER YOUR USE IS GOVERNED BY THE BULA BY CHECKING YOUR LICENSE CERTIFICATE OR LICENSE KEY DETAILS.

YOUR ACCOUNT

You may need to register an online account with Us ("Your Account") at one or more of the following sites (or successor sites) depending on the Software You are licensing from Us: https://my.parallels.com/register or https://suite.winzip.com/login or https://idp.corel.com/idp/Authn/UserPassword#. Please review our privacy statement available at https://www.parallels.com/about/legal/privacy and https://www.corel.com/privacy (or successor sites) ("Privacy Statement") for the terms and conditions which govern Your access to and control of Your Account. You are responsible for creating and maintaining the confidentiality of Your usernames and passwords, including those You use to access Your Account and/or to download a licensed copy of the Software. You are also responsible for any activity with respect to Your usernames and passwords and for downloading and installing the licensed copy of the Software. You agree to immediately notify Us of any unauthorized use of Your Account or any other breach of Your Account’s security of which You become aware.

You may need to register an online account with Us ("Your Account") at one or more of the following sites (or successor sites) depending on the Software You are licensing from Us: https://my.parallels.com/register or https://suite.winzip.com/login or https://idp.corel.com/idp/Authn/UserPassword#. Please review our privacy statement available at the following link https://www.corel.com/en/privacy/ successor sites ("Privacy Statement") for the terms and conditions which govern Your access to and control of Your Account. You are responsible for creating and maintaining the confidentiality of Your usernames and passwords, including those You use to access Your Account and/or to download a licensed copy of the Software. You are also responsible for any activity with respect to Your usernames and passwords and for downloading and installing the licensed copy of the Software.

LICENSE TYPES

The Software is licensed, not sold. Depending on the type of Software, You may obtain a license from Us to use such Software on a limited fixed term basis ("Subscription License") or on a perpetual basis ("Perpetual License") to the extent available for such Software. For certain Software that is pre-installed, integrated or sold with an original equipment manufacturer’s ("OEM") device ("Bundled" or "Bundle" as the context requires), You may obtain a license to use such Software in accordance with the Specific Terms of that Software ("OEM License"). For the avoidance of doubt, a Perpetual License entitles You to use only the version of the Software for which You obtained that Perpetual License, and an OEM License entitles You to use only the version of the Software that has been Bundled with the OEM device.

LICENSE RESTRICTIONS

You shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the object code, source code, or underlying ideas or algorithms of the Software or any license keys You have obtained; (b) modify, translate, adapt, or create derivative works of the Software, Documentation, or any license keys that You have obtained in any way (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case You agree to first contact Us and provide Us an opportunity to create such changes as are needed for interoperability purposes); (c) rent, lease, distribute, sell, resell, assign, sublicense or otherwise transfer the Software or any copy thereof (except as otherwise expressly permitted herein); (d) use the Software for timesharing purposes or otherwise for the benefit of any other person or entity; (e) remove, alter, or obscure any proprietary notices from the Software or the Documentation or attempt to defeat any copy protection mechanism included with the Software; (f) use the Software for any purpose other than its intended purpose; (g) use the Software to attempt to gain or gain unauthorized access to any software as a service offering, cloud computing platform or any service provided by Us or our related systems or networks; (h) use the Software for any illicit or prohibited purposes or as a means to infringe any third party rights; (i) copy, frame, mirror, display, transfer, transmit, market or otherwise distribute or provide the Software to any third party, except as specifically set out in this EULA; (j) attempt to circumvent the security or interfere with the proper working of the Software or conduct penetration testing or introduce or subject the Software to any viruses, worms, defects, Trojan horses, time bombs, and other harmful or malicious code, files, scripts, agents, or programs, or any items of a destructive nature; (k) use any robot, data mining, screen scraping, spider, Website search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Software or their contents; (l) perform or disclose any performance, benchmark, availability or vulnerability testing of the Software; (m) use the Software, Documentation or any data derived from the Software to develop, train, or improve any artificial intelligence, machine learning or other data model without Our express prior written consent; and (n) bypass any technological protection measures or license-key limits placed on the Software. You agree to abide by the Acceptable Use Policy ("AUP"), available at https://www.corel.com/en/legal-information/acceptable-use-policy/ and https://www.parallels.com/about/legal/cloud-solutions-acceptable-use-policy/ (or any successor site).

CHANGES

We may, from time to time, revise, update and/or otherwise change this EULA ("Changes"). Such Changes shall be effective immediately; provided however, for existing customers who have licenses to use the Software as of the date such Changes are made, such Changes shall, unless otherwise stated, be effective 30 days after such Changes are posted online. Your continued use of the Software and/or Documentation following any Changes constitutes Your acceptance of such Changes. We may, but are not obligated to, notify You of Changes by email, using the email address You provided to Us at the time You purchased a Software license. However, it is Your responsibility to regularly check Our website at www.corel.com, www.parallels.com, www.winzip.com and www.mindmanager.com (or successor link) ("Website") to review any Changes to the current EULA.

AGE OF MAJORITY

You must be the age of majority in Your state, province, territory, country, or jurisdiction to obtain a license from Us to use the Software and Documentation.

SUPPORT

Subject to Your continued compliance with the terms of this EULA, the purchase of a Subscription License or a Perpetual License will entitle You to receive free-of charge: (i) electronic web-based support including on-line tools as set out in www.corel.com/en/support/, www.parallels.com/support/, www.winzip.com/en/support/, and www.mindmanager.com/en/support/ (or any successor site); and (ii) during Our normal business hours, live support regarding basic installation and configuration issues. We have no obligation to provide any support to Software that falls outside of the supported versions as specified in the support lifecycle of the applicable Software. We reserve the right to change the scope of free support We provide and the applicable terms and conditions of such support at any time in Our sole discretion and without notice to You. You acknowledge that We have no express or implied obligation to announce or make available any updates, enhancements, modifications, revisions, or additions to the Software and that this EULA does not give You any rights in or to any of the foregoing. We may also offer additional support and/or maintenance services for certain Software under the terms of a separate agreement. If You purchase such support and/or maintenance services with the Software, such services will be provided to You pursuant to the terms and conditions of that separate agreement. We reserve the right to amend, modify, suspend, or terminate Our support and/or maintenance policies at any time.

SUNSETTED SOFTWARE

We may sunset / discontinue any Software ("Sunsetted Software"), in part or in whole, by providing written notice. If You prepaid a fee for a Subscription License for Software that We sunset before the expiration of Your then-current Subscription License, We will use commercially reasonable efforts to transition You to substantially similar Software. Notwithstanding anything to the contrary in this EULA, no Subscription Licenses for Sunsetted Software will be renewed. If You have purchased a Perpetual License for the Sunsetted Software, then subject to the terms of this EULA, You may continue to use the then-current version of that Sunsetted Software indefinitely, provided, however, that We will have no obligation to provide support services after the date of sunsetting the Software.

WARRANTY; DISCLAIMER OF WARRANTIES

We warrant that the physical media on which the Software is distributed, if applicable, will be free from defects, and that the Software shall conform substantially to the description in its Documentation for the first thirty (30) days following the date of Your purchase ("Warranty Period") when used in an environment that We support in accordance with the Specific Terms, unless otherwise required by applicable law. If the physical media on which the Software is distributed is defective, Your sole and exclusive remedy will be for Us to replace the defective media, and You shall only be entitled to such remedy if You return such defective media to Us within the Warranty Period. If the Software contains defects, Your sole and exclusive remedy will be for Us, at our option and sole discretion, (a) to use commercially reasonable efforts to correct the defects in the Software or (b) to replace the defective Software. Defects in the Software mean that the Software does not substantially conform to the description in its Documentation. If We are unable to correct or replace the defective Software, You may discontinue Your use of the licensed Software and terminate Your license to the Software. The above remedies for defects in the media and/or Software are Our sole and entire liability under this EULA. Our limited warranty obligations under this section are subject to the following conditions: (a) the Software must have been properly installed and used in accordance with the instructions in its Documentation; (b) no modification, alteration, or addition has been made to the Software by persons other than Us or Our authorized representative(s); and (c) We receive (i) written notice of the non-conformity; or (ii) the defective physical media, as applicable, within the Warranty Period. The OEM Licenses are optimized for the OEM device that they are Bundled with and hence may not operate properly on other devices. We therefore do not provide any warranty for use of Software under an OEM License on devices other than the original OEM device it was Bundled with.

EXCEPT FOR THE PRECEDING EXPRESS LIMITED WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SOFTWARE AND ANY SUPPORT IN CONNECTION WITH SUCH SOFTWARE WITHOUT ANY WARRANTIES OF ANY KIND. THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT, OR COMMUNICATION WITH YOU INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WE DO NOT WARRANT THAT THE SOFTWARE OR ANY SUPPORT IN CONNECTION THEREWITH WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR USE OF SUPPORT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. OUR LIMITED WARRANTY OBLIGATIONS UNDER THIS SECTION DO NOT APPLY TO ANY SOFTWARE OR SUPPORT THAT WE LICENSE OR PROVIDE TO YOU FREE OF CHARGE INCLUDING, FOR EXAMPLE, SOFTWARE THAT YOU OBTAIN FOR EVALUATION AND/OR TRIAL PURPOSES. WHERE YOU OBTAIN SUCH SOFTWARE OR SUPPORT FREE OF CHARGE, YOU ARE DOING SO WITHOUT ANY WARRANTY WHATSOEVER AND YOU AGREE THAT YOUR USE OF THE SOFTWARE AND/OR SUPPORT WILL BE AT YOUR OWN RISK. THE SOFTWARE MAY CONTAIN "OPEN SOURCE" MATERIALS (E.G., ANY SOFTWARE SUBJECT TO OPEN SOURCE, COPYLEFT, GNU GENERAL PUBLIC LICENSE, LIBRARY GENERAL PUBLIC LICENSE, LESSER GENERAL PUBLIC LICENSE, MOZILLA LICENSE, BERKELEY SOFTWARE DISTRIBUTION LICENSE, OPENSOURCE INITIATIVE LICENSE, MIT, APACHE OR PUBLIC DOMAIN LICENSES, OR SIMILAR LICENSE) OR THIRD-PARTY SOFTWARE (AS DEFINED BELOW). WE MAKE NO WARRANTIES WITH RESPECT TO OPEN-SOURCE MATERIALS OR THIRD-PARTY SOFTWARE CONTAINED IN THE SOFTWARE. THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND WE EXPRESSLY ARE NOT AND WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM ANY SUCH PROBLEMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, IN PARTICULAR IF YOU PURCHASE THROUGH A RESELLER PURSUANT TO LOCAL LAW.

You acknowledge that the Software (including any accompanying Documentation or deliverables) is not designed, intended, or warranted for use in the operation of online control equipment in hazardous environments requiring fail-safe performance such as but not limited to nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life-support machines, or weapons systems where failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage. You agree that We shall have no liability arising from any such use of the Software in such high-risk activities.

INDEMNIFICATION

You agree to indemnify and hold Us, Our affiliates and subsidiaries, and each of Our and their respective past and present officers, directors, agents, employees, partners, independent contractors, and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (a) Your use or misuse of the Software or Documentation or any component thereof other than as permitted under this EULA; (b) Your breach of the EULA; (c) Your infringement, misappropriation or violation of any intellectual property or other rights of another person or entity; or (d) any content originated or stored by You.

LIMITATION OF LIABILITIES

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL WE, OUR AFFILIATES OR OUR SUBSIDIARIES OR ANY OF OUR OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS OR SERVICE PROVIDERS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST REVENUE OR PROFIT OR LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS OR GOODWILL, UNAUTHORIZED ACCESS TO, LOSS OR CORRUPTION OF ANY DATA, DELAYS, INTERRUPTION, INABILITY TO USE OR LOSS OF ANY SERVICES, COST OF COVER FOR SUBSTITUTE SERVICES, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, SYSTEM INCOMPATIBILITY OR BREACHES IN SYSTEM SECURITY, OR OTHER SUCH PECUNIARY LOSS HOWEVER CAUSED, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS EULA, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT OR OTHERWISE), WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL WE, OUR AFFILIATES AND OUR SUBSIDIARIES, INCLUDING ANY OF OUR OR THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS EULA OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF (A) USD $100 OR (B) THE FEES PAID TO US UNDER THE EULA FOR UP TO THREE (3) MONTHS PRIOR TO THE INCIDENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THIS EULA SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

If any above provision or provisions under this section shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

EXPORT CONTROLS

The Software is subject to U.S. export control laws, including the U.S. Export Controls Reform Act and associated regulations and may be subject to other U.S. and non-U.S. laws and regulations governing the export of software by physical and electronic means. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations (such as embargoed or otherwise restricted countries and territories, including Iran, Cuba, North Korea, Syria, Russia, and the Crimea, and so-called Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR) regions, of Ukraine), end users (such as sanctioned or restricted parties or military end users), and end uses (such as military end uses). You may not use, export, re-export, import, sell or transfer the Software except as permitted by U.S. law, the laws of the jurisdiction in which You obtained the Software, and any other applicable laws and regulations. You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable U.S. and non-U.S. laws that apply to Us as well as end-user, end-use, and destination restrictions imposed by U.S. and/or non-U.S. governments. You also agree that You will not use the Software for any other purposes prohibited by U.S. or non-U.S. law.

ASSIGNMENT AND TRANSFER

We may assign this EULA in whole or in part. In the event of a merger, acquisition, sale or corporate transaction involving Us or Our affiliates or subsidiaries, Your continued use of the Software signifies Your agreement to be bound by the agreements and policies of the subsequent owner, if any. The Software may include product activation and other technology designed to prevent unauthorized use and copying. You may not transfer, sell, rent, lease, resell or loan any copies of the Software or assign any of Your rights or delegate or otherwise transfer any of Your obligations or performance under this EULA to any third party without Our prior written consent. For Perpetual Licenses and OEM Licenses only, if You obtained Your license to the Software in a Member State of the European Union or the European Economic Area (consisting of the member states of the European Union (EU) as well as Iceland, Liechtenstein, and Norway) ("EEA"), and You usually reside in the European Union or the EEA ("EEA User"), then the limitation in this section pertaining to transfer of a Software license shall not apply to You.

For EEA Users of the Perpetual Licenses, You may transfer, assign, sell or resell the original copy of the Software in Your possession or under Your control subject to the following conditions:

  1. The Software was lawfully put on the market in the EEA by Us or with Our consent.
  2. If You resell Your Perpetual License and transfer the original copy of the Software to the new buyer, You must destroy and make each individual copy of the Software You ever had useless.
  3. You must provide the new buyer with the information necessary to determine the extent of proper use.

For EEA Users of the OEM Licenses, You may sell or resell Bundle or the original copy of the Software in Your possession or under Your control as a standalone product separately from the OEM device with which it was Bundled subject to the following conditions:

  1. The Bundle was lawfully put on the market in the EEA by Us or with Our consent.
  2. You must destroy and make each individual copy of the Software You ever had useless.
  3. You must provide the new buyer of the Software with the information necessary to determine the extent of proper use.

Should You not be the lawful original purchaser of the Perpetual License or OEM License for the Software, You are only entitled to use the Software if You lawfully acquired the original copy in accordance with this EULA. As a lawful subsequent buyer of a Perpetual License or OEM License, Your rights to use the Software are at all times defined and restricted by the terms and conditions of this EULA.

Any assignment in violation of the foregoing shall be void and of no effect. The EULA is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

GOVERNING LAW AND JURISDICTION

This EULA and any dispute or claim arising out of or in connection with this EULA ("Dispute") shall be governed by the federal laws of the United States and the laws of the State of Delaware, without regard to conflict of law rules. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

To the fullest extent permitted by applicable law, any Dispute which We and You have been unable to settle amicably shall be settled through final and binding arbitration before the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, which are available at https://www.adr.org/Rules. Unless otherwise required by applicable law, any arbitration hearings will be held in Wilmington, Delaware. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (i) YOU HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS EULA OR ANY DISPUTE BETWEEN US AND YOU; (ii) YOU AND WE ALSO AGREE TO ARBITRATE IN EACH OF OUR INDIVIDUAL CAPACITIES ONLY, NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS, AND EACH OF US EXPRESSLY WAIVES ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS WITH ANY COURT, TRIBUNAL, OR OTHER JUDICIAL OR QUASI-JUDICIAL BODY; AND (iii) ANY ARBITRATION MUST BE INITIATED WITHIN ONE YEAR AFTER A DISPUTE ARISES; OTHERWISE, THE CLAIM IS WAIVED.

Opt-Out Right: If You reside in the United States and do not wish to be bound by the arbitration agreement and class action waiver in this Section, You must notify Us in writing within 30 days of the date that You accept this EULA. Your written notification must include: (1) Your name, (2) Your email and mailing addresses, (3) Your license key, and (4) a clear statement that You do not wish to resolve Disputes with Us through arbitration. Please send Your written notification to one of the following addresses:

Postal Mail (regular mail):

Corel Corporation
333 Preston Street
Suite 930
Ottawa, Ontario, K1S 5N4 Canada
Attn: Legal Department – Waiver

Courier / Registered Mail (requires physical receipt):

Corel Corporation
343 Preston Street
11th Floor
Ottawa, Ontario K1S 1N4 Canada
Attn: Legal Department – Waiver

If We receive written notification from You in accordance with the foregoing provision, the courts of Wilmington, Delaware, shall have exclusive jurisdiction to resolve any disputes between Us and You, unless otherwise required by applicable law.

You may download or copy a form Notice and a form to initiate arbitration at www.adr.org. If You initiate the arbitration, Your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Rules. Regardless of who initiates the arbitration, We will pay any other arbitration fees, including Your share of arbitrator compensation. It is important that You understand that the arbitrator’s decision will be final, binding and may be entered as a judgment in any court of competent jurisdiction.

Claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret are not subject to this arbitration provision. Such claims shall be exclusively brought in the federal or state courts located in Wilmington, Delaware and each party hereby consents to the jurisdiction of those courts.

As an exception to this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures will not be deemed a waiver of the right to arbitrate.

Consumer Protection Notice for Residents of the EEA, Switzerland and Other Jurisdictions with Similar Mandatory Consumer Protection Rights: If You are a consumer and the laws of Your country of residence provide you with mandatory consumer protection rights that cannot be waived by contract, nothing in this EULA shall affect those rights. This includes any mandatory rights related to jurisdiction, dispute resolution or access to legal remedies. Such rights remain fully applicable and enforceable notwithstanding any other provision of this EULA. In the event of any direct conflict between this EULA and such non-waivable consumer protections, the mandatory provisions of Your local law shall prevail to the extent required by law.

NOTICE

WE MAY PROVIDE NOTICES TO YOU (1) VIA E-MAIL; (2) ON THIS PAGE (AS APPLICABLE) OR A SIMILAR PAGE OF OUR WEBSITE; OR (3) VIA THE SOFTWARE. You agree to provide accurate, current, and complete information as necessary for Us to communicate with You regarding the Software, to issue invoices or accept payment, or to contact You for related purposes. The delivery of any notice is effective when sent or posted, regardless of whether You read the notice or actually receive the delivery. You can withdraw Your consent to receive notices electronically by discontinuing Your use of the Software.COMMUNICATIONS FROM US

If You use Our Software, We may communicate with You via electronic messages, including email, text message/SMS, or mobile push notifications in accordance with Our Privacy Statement. You agree that any notices, agreements, disclosures or other communications that We send to You electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

COMPLIANCE WITH LAWS

You agree to use the Software and Documentation in compliance with all applicable laws, including local laws of the country or region in which You reside, and in compliance with all applicable export laws and regulations. You shall not use the Software or Documentation for any purpose prohibited by applicable law.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that the Software and the Documentation are proprietary to Us, and that We retain all rights, title, and interest in and to the Software and Documentation, and all work products, derivative works, developments, inventions, technology or materials (including all related components) provided under or otherwise in connection with the Software. This includes all modifications, enhancements and derivative works, as well as all related intellectual property rights, such as copyrights, trade secrets, patents, trademarks and any associated registrations, applications, renewals, and extensions. You may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Software or Documentation. You are not granted any rights, license or interest to any of Our trademarks or service marks. You may not modify or create derivative works based upon the Software or Documentation.

THIRD-PARTY SOFTWARE AND TECHNOLOGY

The Software may include various third-party software components or software services ("Third-Party Software"), which are provided under separate license terms (the "Third-Party Terms"), as detailed in the Third-Party Licensing Information available at Corel Legal, MindManager Legal, WinZip Legal, or Parallels Legal, or on any successor site. We obtain such Third-Party Software from the respective owners "as is" for inclusion in the Software. You are permitted to use the Third-Party Software in conjunction with the Software, provided that such use is consistent with the terms of this EULA and the Third-Party Terms applicable to such Third-Party Software. Your use of Third-Party Software outside the scope of this EULA may be strictly prohibited and permission may be required to use such Third-Party Software from the respective owners in accordance with the Third-Party Terms. You may have broader rights to use the Third-Party Software under the applicable Third-Party Terms. Nothing in this EULA is intended to impose further restrictions on Your use of the Third-Party Software in accordance with any Third-Party Terms. The Software may also enable interoperation with certain other third-party operating systems and applications. We do not provide You with any licenses in respect of such third-party operating systems and applications and it is solely Your responsibility to obtain all such necessary licenses from respective vendors. THE SOFTWARE MAY ALSO CONTAIN “OPEN-SOURCE” MATERIALS (E.G., ANY SOFTWARE SUBJECT TO OPEN SOURCE, COPYLEFT, GNU GENERAL PUBLIC LICENSE, LIBRARY GENERAL PUBLIC LICENSE, LESSER GENERAL PUBLIC LICENSE, MOZILLA LICENSE, BERKELEY SOFTWARE DISTRIBUTION LICENSE, OPEN-SOURCE INITIATIVE LICENSE, MIT, APACHE OR PUBLIC DOMAIN LICENSES, OR SIMILAR LICENSE). WE MAKE NO WARRANTIES OR INDEMNITIES WITH RESPECT TO OPEN-SOURCE MATERIALS CONTAINED IN THE SOFTWARE.

The Software may allow, facilitate, or enable the use of, or interoperation with, third-party software components, technologies, operating systems, applications and/or services (collectively "Third-Party Technologies"), which You may choose to install, access, upload, store, transfer or process through the Software. No licenses or rights to use such Third-Party Technologies are granted under this Agreement, and You are solely responsible for obtaining, at Your own expense, all necessary rights, licenses, consents, and permissions from the applicable third-party vendors. You fully assume all risks and liabilities arising from the installation, configuration, interoperation, or use of any Third-Party Technologies with the Software. We expressly disclaim, and shall have no responsibility, obligation, or liability for, any errors, malfunctions, incompatibilities, performance degradation, security vulnerabilities, data loss, or other issues caused by or related to Third-Party Technologies. All such issues are excluded from Our support, maintenance, warranty, or other obligations under this Agreement.

CONTENT

You own and are responsible for data, information, material or other content, including, maps, contacts, and files, that You create resulting from the use of Our Software or that You store within the Software ("Content"). You shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to Your Content. You agree that any loss or damage of any kind that occurs as a result of the use of any Content that You create or have created, upload, post, share, transmit, display or otherwise make available through Your use of the Software is solely Your responsibility and You will indemnify Us from any third party claims in relation to the Content in accordance with the Indemnification section.

You shall not include in the Content, or otherwise create, store, upload, post, share, transmit, display, or make available through the Software, any Content that is sensitive, confidential, classified, or otherwise subject to heightened security requirements under applicable law or regulation (collectively, “Restricted Information”) without Our prior written consent. You acknowledge that the Software is not designed to meet heightened security standards for such Restricted Information, and that We disclaim any responsibility or liability arising from the inclusion of any Restricted Information in the Content or Software in violation of this section.

UPDATES

We may, from time to time, make available updates, bug fixes, feature enhancements, or improvements ("Updates") for the Software. Unless otherwise specified, Updates will be provided at no additional charge to customers who are current in payment of applicable fees. Updates do not include new products or options that We designate as separately priced offerings. Updates may be (i) made available by Us for You to download and install manually, or (ii) downloaded and installed automatically on the devices under Your control or possession based on the Software’s settings. Unless you have opted out as permitted below, you consent to receive Updates automatically if the Software is configured to do so. If You do not want to receive automatic Updates, You must notify Us of Your choice, and, where the Software permits, disable the function that allows for automatic Updates. If you opt out of automatic Updates, You remain responsible for manually downloading and installing any Updates We make available. If an Update is not installed, You may not receive full benefit of the Software or the Software may not perform properly. We have no obligation to provide any support to the Software without the installation of such Updates. We also have no obligation to create Updates on any schedule and retain sole discretion to make Updates available. If an Update is necessary to comply with applicable law, to address a threatened or actual security breach in the Software under license, to replace technologies that may infringe third-party intellectual property rights, or for any other reason of similar significance to Us ("Mandatory Updates"), We will deliver such Mandatory Update to You along with a notice that the Update is a Mandatory Update. You shall promptly install the Mandatory Updates, but in any event no later than ten (10) business days after receipt. Your failure to timely install Mandatory Updates may result in the termination or suspension of Your license(s) for affected Software and will automatically void any warranties or indemnities provided herein. For the avoidance of doubt, Mandatory Updates do not include Updates which solely relate to new features and functions.

We may also, from time to time, perform scheduled maintenance of the infrastructure and programming used to provide the Software, during which time You may experience some disruption to that Software or access to any associated accounts or services. Whenever reasonably practicable, We will provide You with advance notice of such maintenance. You acknowledge that, from time to time, We may need to perform emergency maintenance without providing You advance notice, during which time We may temporarily suspend Your access to, and use of, the Software or any associated accounts or services.

LICENSE COMPLIANCE

You understand and acknowledge that We may, through a reporting function in the Software, remotely monitor the operation and usage of the Software for Our technical, operational, business and legal purposes, including for verifying compliance with the terms herein ("Verification"). You agree to facilitate such Verification including taking all actions to ensure that any firewall ports (as applicable) are open, and to notify Us if there are any operational issues that could prevent the Verification. You warrant that You have obtained all necessary consents and licenses for such Verification, including all consents and licenses for the use of data and information related to Your use of the Software.

ENTITY AUDITS

If You are an Entity who has obtained or allowed the obtaining of a license under this EULA to use any Software on or through Your Assets, You must keep records relating to all deployment, installation and/or use of Software. We have the right, at Our expense, to audit these records to verify Your compliance with this EULA and the scope of license granted to You under the Specific Terms. This audit may be conducted at any time during the terms of Your Subscription Licenses and for two years thereafter and/or the terms of Your Perpetual Licenses and for two years following any termination but shall not be conducted more than once annually unless an audit reveals unlicensed use. In such case, We may conduct verification as frequently as quarterly for the subsequent annual period.

Our audit and verification process will require You to provide, within thirty (30) days of Our request, (a) raw data of all Software deployed, installed or used by or at Your direction throughout the Entity; (b) all valid purchase documentation for all licensed copies of the Software; and (c) any other information as We may reasonably request. Any verification may include an onsite audit conducted at Your relevant places of business upon thirty (30) days’ prior notice, during regular business hours, which will not unduly interfere with Your activities. Any information collected in the audit will be used solely for the purposes of determining compliance.

If the audit and verification shows that You, are deploying, installing, or using the Software, or allowing any of the foregoing to occur on or through Assets: (a) beyond the quantity that was licensed; or (b) in any way not permitted under this EULA, so that additional fees apply, You must pay the additional license fees, any applicable maintenance and support fees, interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and all expenses of recovery, within thirty (30) days after the invoice date. If an audit reveals unlicensed use exceeding five percent (5%) of licensed quantities, You shall reimburse Us for all audit costs in addition to paying applicable fees, interest and penalties. We may suspend or disable the Software immediately upon discovery of material noncompliance. By exercising the rights and procedures described in this section, We do not waive Our rights to enforce this EULA or to protect Our intellectual property by any other means permitted by law.

Our audit and collection of any data and information with respect to Your use, installation, and deployment of Software shall be subject to the privacy terms specified in Our Privacy Statement. The audit rights set out under this section shall survive for two (2) years past the expiry or termination of the applicable license.

RIGHT TO USE DATA

You agree that We may collect data and related information including but not limited to technical information about Your device, system and application software, and peripherals related to Your use of the Software, and may use this information to provide services to You and to operate, provide, improve, and develop Our products, services, and technologies, to prevent or investigate fraudulent or inappropriate use of Our products, services, and technologies, for research and development, for anti-piracy purposes, to verify a valid registration, to identify if new Updates for the Software are available for Your device prior to sending You a notice to install a new Software update and for any other purposes described in this EULA, the Privacy Statement (available at https://www.parallels.com/about/legal/privacy and https://www.corel.com/privacy), and the Cookie Notice (available at https://www.corel.com/cookies and https://www.parallels.com/cookie-policy). Personal information collected under this EULA will be subject to Our Privacy Statement.

PRICING, PAYMENT & RENEWAL

Unless otherwise specified in the Specific Terms, the provisions of this pricing, payment, and renewal section apply to all Software licenses. Our fees for licensing the Software directly from Us in accordance with this EULA are available on our Website and are subject to change at any time (“Fees”). Unless You have purchased a license through a reseller of Software licenses, We (or our payments collection agent) will charge the Fees to the payment method You have chosen for purchasing the license and send You a receipt to Your email address. In such a case, the Fees will be determined in accordance with the license metrics pertaining to each Software as set out in the Specific Terms. We or the reseller will also share with You a license certificate or order confirmation that specifies the type of license You have (Subscription or Perpetual), the term of Your license (if You have purchased a Subscription License), what versions of the Software are being licensed, the number of permitted devices on which You may deploy the Software, the type of support service and term of such service (if any), the Fees charged, taxes applicable and the license key to activate the Software and any other terms specific to the Software in question (“License Certificate”). Without prejudice to mandatory law, all amounts payable under this EULA are non-refundable and without set-off or counterclaim. A Subscription License will automatically renew for the term specified in the License Certificate. You will be charged or invoiced for that renewal unless You notify Us at least 30 days before the expiration of the then-current term (“Expiry”). We may modify the Fees for any renewed Subscription Licenses upon posting 30 days’ prior written notice of such modification(s) on Our Website, and/or by sending such notice to Your email address; provided that, any increase in Fees during the term of a Subscription License shall not take effect until the beginning of the next renewal.

TAXES

Without prejudice to mandatory law, all amounts payable are exclusive of any taxes, levies, or duties. You are wholly responsible for any taxes that may arise out of the EULA or Your purchase or use of the Software. Notwithstanding the foregoing, sales tax, goods and services tax (GST) or value-added tax (VAT) may be charged in accordance with applicable laws and regulations. You confirm that We can rely on the "bill to" name and address You have provided at the time of ordering or paying for the Software license ("Bill to Name and Address") as being the place of supply for sales and income tax purposes. Where We are making a supply of services under Article 44 of VAT Directive 2006/112/EC, You confirm that We can rely on the Bill to Name and Address You provided to Us as being the place of supply for VAT purposes. You shall reimburse Us for the amount of any such taxes or duties which We have paid or incurred directly as a result of Our transactions with You, and You agree that We may charge any such reimbursable taxes to any payment method You have used to pay the associated Fees.

SURVIVAL

Any provisions herein that by their nature should reasonably survive shall survive the expiry or termination of this EULA. Such provisions include but are not limited to Limitation of Liability, Warranty, Intellectual Property Rights, Indemnification, Data Use Rights, Governing Law and Jurisdiction.

FEEDBACK

You have no obligation to provide Us with ideas, comments, information, concepts, reviews, know-how, techniques, suggestions, documentations, proposals and/or any other material ("Feedback"). However, if You submit Feedback to Us, while You retain ownership of such Feedback, You hereby grant Us a nonexclusive, royalty-free, perpetual, irrevocable, transferable, unlimited license to use and otherwise exploit Your Feedback for any purpose worldwide. In addition, You waive any "moral rights" in and to the Feedback and agree that We may use, copy, modify, distribute, and sublicense Feedback without restriction or compensation, to the extent permitted by applicable law. Further, by submitting Feedback, You represent and warrant that (i) Your Feedback does not contain the confidential or proprietary information that belongs to any third parties; (ii) We are not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) We may have something similar to the Feedback already under consideration or in development; and (iv) You are not entitled to any compensation or reimbursement of any kind from Us for the Feedback under any circumstances.

ENTIRE AGREEMENT

This EULA is the entire agreement between You and Us and supersedes any other communications or advertisements with respect to the Software and Documentation. The Software, or any feature or part thereof, may not be available in all languages or in all countries. If We have provided You with a translation of the English language version of this EULA, You agree that such translation is provided for Your convenience only and that the English language version, not the translation, of this EULA will be legally binding on You. The English language version of this EULA and not its translation(s) will govern in the event of a conflict between the English language version and a translation.

SEVERABILITY

If any term or provision of the EULA is invalid, illegal or unenforceable in any jurisdiction: (i) the validity, legality and enforceability of the remaining provisions shall remain in full force and effect; (ii) such invalidity, illegality or unenforceability shall not extend to any other jurisdiction; and (iii) such invalidity, illegality or unenforceability shall not affect any other term or provision of the EULA or invalidate or render unenforceable such term or provision in any other jurisdiction.

HEADINGS

Headings under the EULA are intended only for convenience and shall not affect the interpretation of the EULA.

WAIVER AND AMENDMENT/MODIFICATION

No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. This EULA may be only modified in accordance with the section titled "Changes".

COMPATIBILITY

Some Software versions may not be compatible with various computer operating systems and We may not release Updates establishing compatibility. The Software may not be compatible with computer operating systems that You may purchase now or in the future. You understand that Software may be incorporated into, and may incorporate itself into, software and other technology owned and controlled by third parties. This EULA remains effective with such incorporation. Certain Third-Party Software or Third-Party Technologies bundled with the Software may require Your explicit acceptance of the applicable third-party license agreement. We make no representations or warranties regarding the compatibility, functionality, or performance of any Third-Party Software or Third-Party Technologies, which are provided "as-is." Incompatibility or issues with Third-Party Software or Third-Party Technologies will not entitle You to any refund, credit, or other compensation.

EVALUATION SOFTWARE

If the Software is identified as a demonstration, evaluation, or trial version in the applicable Documentation or License Certificate, You may install and use the Software solely for evaluation and/or demonstration purposes. Unless expressly authorized by Us, You may not use the Software for competitive analysis, commercial, professional, or other for-profit activities. You may use the Software only for the period specified in the License Certificate (the “Trial Period”). If no Trial Period is specified, You may use the Software for 30 days from the date You first access it. At the end of the Trial Period, You must either stop using the Software or purchase a license to continue use. If You do not purchase a license, Your authorization to use the Software will automatically expire, and You must immediately cease use and delete all electronic copies of the Software, including any Documentation provided as part of the evaluation, from all devices. Any attempt to bypass or circumvent the expiration date, Trial Period, or other technological enforcement measures is a material breach of this EULA and will result in immediate suspension or termination of Your license to use the Software. You acknowledge that demonstration, evaluation, or trial versions may be incomplete or contain errors and may lack some functionality or features of the commercial version. Unless otherwise agreed in writing or required by applicable law, these versions are provided “AS-IS,” without any express or implied warranties, indemnities or support obligations. Our total cumulative liability related to any demonstration, evaluation, or trial version shall not exceed US $10.

EXPIRY, RESALE AND TERMINATION OF LICENSE

In addition to any other termination provisions set forth herein, all of Your rights to the Software under this EULA automatically terminate, without further notice, upon the earliest of the following events: (a) You have a Subscription License and it reaches Expiry without timely renewal; (b) You resell and transfer Your Perpetual License to another user under the above Assignment provision ("Resale") and do not have any other active Subscription Licenses or Perpetual Licenses; or (c) You convert Your Perpetual License to a Subscription License after Our offer and Your acceptance ("Transition"). Upon such Transition, You must de-install and destroy all copies of the Software You obtained under Your Perpetual Licenses and certify to Us in writing that You have done so. We also reserve the right to terminate Your license to the Software with immediate effect upon written notice to You ("Termination") if You materially breach this EULA and such breach: (i) is incapable of being cured; or (ii) remains uncured for thirty (30) days after Your receipt of written notice of breach from Us. Upon Expiry, Resale or Termination, You must promptly: (a) uninstall and discontinue using any copies of the Software in Your possession or under Your control; (b) return or destroy all Documentation and other materials received from Us; and (c) certify to us in writing that You have performed Your obligations post-Expiry, Resale, or Termination under (a) and (b) above. Except as otherwise stated herein, provisions of this EULA which by their nature should reasonably survive will survive Expiry, Resale or Termination, including but not limited to provisions on Intellectual Property, Data Use, Limitations of Liability, Indemnification, and Governing Law.

THIRD PARTY BENEFICIARY

Our affiliates and licensors shall be a direct and intended third party beneficiary of this EULA. Such third parties are entitled to enforce the terms of this EULA directly against You.

FORCE MAJEURE

We shall not be liable for any failure or delay in the performance of Our obligations under this EULA to the extent such failure or delay is a result of compliance with any requirement of applicable law, acts of God, fire, strike, embargo, terrorist attack, war, insurrection or riot, other causes beyond its reasonable control, or acts or omissions of You or third parties under Your control, or any other cause beyond Our reasonable control. In such cases, We will use reasonable efforts to mitigate the effect of any such event. Our failure or delay in performance shall not relieve You of Your payment obligations. If such event continues for more than one (1) calendar month, either party may terminate this EULA with respect to services not yet performed or products not yet provided upon written notice. Upon such termination, You must immediately pay Us any outstanding amounts owed.

UPDATE

This EULA has been updated on 15 December 2025.